Finance Code of Professional Conduct

The mission of Tetra Tech's Finance organization includes promotion of professional conduct in the practice of financial management throughout our company. Tetra Tech's Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO"), Corporate Controller and other employees of the Finance organization hold an important and elevated role in corporate governance in that they are uniquely capable and empowered to ensure that all stakeholders' interests are appropriately balanced, protected and preserved.

This Finance Code of Professional Conduct ("Finance Code") embodies principles to which we are expected to adhere and advocate. These tenets for ethical business conduct encompass rules regarding both individual and peer responsibilities, as well as responsibilities to Tetra Tech employees, the public and other stakeholders. The CEO, CFO and Finance organization employees are expected to abide by this Finance Code, as well as all applicable Tetra Tech business conduct standards and policies or guidelines in Tetra Tech's employee handbook relating to areas covered by this Finance Code. Any violations of this Finance Code may result in disciplinary action, up to and including termination of employment.

All employees covered by this Finance Code will:

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in their personal and professional relationships.

Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including information provided in our filings with and other submissions to the U.S. Securities and Exchange Commission.

Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

Act in good faith and responsibly, with due care, competence and diligence, and without misrepresenting material facts or allowing one's independent judgment to be subordinated.

Respect the confidentiality of information acquired in the course of one's work except when authorized or otherwise legally obligated to disclose.

Refrain from using confidential information acquired in the course of one's work for personal advantage.

Share knowledge and maintain professional skills important and relevant to stakeholder needs.

Proactively promote and be an example of ethical behavior, as a responsible partner among peers, in the work environment and the community.

Achieve responsible use, control and stewardship over all Tetra Tech assets and resources that are employed or entrusted to us.

Not unduly or fraudulently influence, coerce, manipulate or mislead any authorized audit, or interfere with any auditor engaged in the performance of an internal or independent audit, of Tetra Tech's financial statements or accounting books and records.

If you are aware of any suspected or known violations of this Finance Code or the Tetra Tech Code of Business Conduct, you have a duty to promptly report such concerns in accordance with the procedures outlined in the Code of Business Conduct. If you have a concern about a questionable accounting or auditing matter and wish to submit the concern confidentially or anonymously, you may do so by calling the Tetra Tech Hotline at 866-271- 4936. You may also send a letter or fax reporting your concern to Tetra Tech's Compliance Officer. Tetra Tech will handle all inquiries discreetly and make every effort to maintain, within the limits allowed by law, the confidentiality of anyone requesting guidance or reporting questionable behavior and/or a compliance concern.

It is against Tetra Tech policy to retaliate against any employee for good faith reporting of violations of this Finance Code.

It is Tetra Tech's intention that this Finance Code be its written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying with the standards set forth in Securities and Exchange Commission Regulation S-K Item 406.